EXHIBIT 2.2
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is entered into as of April 22, 2002,
by and between IXYS CORPORATION, a Delaware corporation ("Parent"), and
____________________ ("Stockholder").
RECITALS
A. Stockholder is a holder of record and the "beneficial owner" (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain
shares of common stock of Clare, Inc., a Massachusetts corporation (the
"Company").
B. Parent, its wholly-owned subsidiary, Teacup Acquisition Corp., a
Massachusetts corporation ("Merger Sub"), and the Company are entering into an
Agreement and Plan of Merger and Reorganization of even date herewith (the
"Reorganization Agreement") which provides (subject to the conditions set forth
therein) for the merger of Merger Sub into the Company (the "Merger").
C. In the Merger, the outstanding shares of common stock of the Company
are to be converted into the right to receive shares of common stock of Parent.
D. In order to induce Parent to enter into the Reorganization
Agreement, Stockholder is entering into this Agreement.
AGREEMENT
The parties to this Agreement, intending to be legally bound, agree as
follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Agreement:
(a) The terms "COMPANY ACQUISITION PROPOSAL" and "COMPANY
ACQUISITION TRANSACTION" shall have the respective meanings assigned to
those terms in the Reorganization Agreement.
(b) "COMPANY COMMON STOCK" shall mean the common stock, par value
$.01 per share, of the Company.
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(c) An "IDENTIFIED TERMINATION" shall occur if:
(i) the Reorganization Agreement is terminated by Parent or
the Company pursuant to Section 8.1(b) or Section 8.1(d) of the
Reorganization Agreement at any time after a Company Acquisition
Proposal has been disclosed, announced, commenced, submitted or
made; or
(ii) the Reorganization Agreement is terminated by Parent
pursuant to Section 8.1(f) of the Reorganization Agreement.
(d) Stockholder shall be deemed to "OWN" or to have acquired
"OWNERSHIP" of a security if Stockholder: (i) is the record owner of such
security; or (ii) is the "beneficial owner" (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of such security.
(e) "PARENT COMMON STOCK" shall mean the common stock, par value
$.01 per share, of Parent.
(f) "PERSON" shall mean any (i) individual, (ii) corporation,
limited liability company, partnership or other entity, or (iii)
governmental authority.
(g) "SUBJECT SECURITIES" shall mean: (i) all securities of the
Company (including all shares of Company Common Stock and all options,
warrants and other rights to acquire shares of Company Common Stock) Owned
by Stockholder as of the date of this Agreement; and (ii) all additional
securities of the Company (including all additional shares of Company
Common Stock and all additional options, warrants and other rights to
acquire shares of Company Common Stock) of which Stockholder acquires
Ownership during the period from the date of this Agreement through the
Voting Covenant Expiration Date.
(h) A Person shall be deemed to have a effected a "TRANSFER" of a
security if such Person directly or indirectly: (i) offers, sells,
pledges, encumbers, exchanges, grants an option with respect to, transfers
or otherwise disposes of such security or any interest in such security to
any Person other than Parent; (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, exchange
of, grant of an option with respect to, transfer of or other disposition
of such security or any interest therein to any Person other than Parent;
or (iii) reduces such Person's beneficial ownership of, interest in or
risk relating to such security.
(i) "VOTING COVENANT EXPIRATION DATE" shall mean the earlier of the
date upon which the Reorganization Agreement is validly terminated, or the
date upon which the Merger is consummated; provided, however, that the
"Voting Covenant Expiration Date" shall be the date 180 days following the
date on which the Reorganization Agreement is validly terminated, if an
Identified Termination occurs.
SECTION 2. TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS
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2.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. Subject to Section
2.3, during the period from the date of this Agreement through the Voting
Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause
or permit any Transfer of any of the Subject Securities to be effected.
2.2 RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period from the
date of this Agreement through the Voting Covenant Expiration Date, Stockholder
shall ensure that: (a) none of the Subject Securities is deposited into a voting
trust; and (b) no proxy is granted, and no voting agreement or similar agreement
is entered into, with respect to any of the Subject Securities, other than the
Proxy contemplated by Section 3.3 hereof.
2.3 PERMITTED TRANSFERS. Section 2.1 shall not prohibit a transfer of
Company Common Stock by Stockholder (i) to any member of his immediate family,
or to a trust for the benefit of Stockholder or any member of his immediate
family, (ii) upon the death of Stockholder, or (iii) if Stockholder is a
partnership or limited liability company, to one or more partners or members of
Stockholder or to an affiliated corporation under common control with
Stockholder; provided, however, that a transfer referred to in this sentence
shall be permitted only if, as a precondition to such transfer, the transferee
agrees in a writing, reasonably satisfactory in form and substance to Parent, to
be bound by the terms of this Agreement (including execution of a Proxy in the
form attached hereto as Exhibit A).
SECTION 3. VOTING OF SHARES
3.1 VOTING COVENANT PRIOR TO TERMINATION OF REORGANIZATION AGREEMENT.
Stockholder hereby agrees that, prior to the earlier to occur of the valid
termination of the Reorganization Agreement or the consummation of the Merger,
at any meeting of the stockholders of the Company, however called, and in any
written action by consent of stockholders of the Company, unless otherwise
directed in writing by Parent, Stockholder shall cause the Subject Securities to
be voted:
(a) in favor of the Merger, the execution and delivery by the
Company of the Reorganization Agreement and the approval of the
Reorganization Agreement and the terms thereof, in favor of each of the
other actions contemplated by the Reorganization Agreement and in favor of
any action in furtherance of any of the foregoing; and
(b) against any action or agreement that would result in a breach
of any representation, warranty, covenant or obligation of the Company in
the Reorganization Agreement; and
(c) against the following actions (other than the Merger and the
transactions contemplated by the Reorganization Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any subsidiary of the
Company; (B) any sale, lease or transfer of a material amount of assets of
the Company or any subsidiary of the Company; (C) any reorganization,
recapitalization, dissolution or liquidation of the Company or any
subsidiary of the Company; (D) any change in a majority of the board of
directors of the Company; (E) any amendment to the Company's articles of
organization or by-laws; (F) any material change in the capitalization of
the Company or the Company's corporate
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structure; and (G) any other action which is intended, or could reasonably
be expected, to impede, interfere with, delay, postpone, discourage or
adversely affect the Merger or any of the other transactions contemplated
by the Reorganization Agreement or this Agreement.
Prior to the earlier to occur of the valid termination of the Reorganization
Agreement or the consummation of the Merger, Stockholder shall not enter into
any agreement or understanding with any Person to vote or give instructions in
any manner inconsistent with clause "(a)", "(b)", or "(c)" of the preceding
sentence.
3.2 VOTING COVENANT AFTER IDENTIFIED TERMINATION. If an Identified
Termination occurs, then, prior to the Voting Covenant Expiration Date, at any
meeting of the stockholders of the Company, however called, and in any written
action by consent of stockholders of the Company, unless otherwise directed in
writing by Parent, Stockholder shall cause the Subject Securities to be voted
(i) against any Company Acquisition Proposal and any related transaction or
agreement and (ii) against any action which is intended, or could reasonably be
expected, to facilitate the consummation of any Company Acquisition Transaction.
Stockholder shall not enter into any agreement or understanding with any Person
prior to the Voting Covenant Expiration Date to vote or give instructions in any
manner inconsistent with clause "(i)" or "(ii)" of the preceding sentence.
3.3 PROXY; FURTHER ASSURANCES.
(a) Contemporaneously with the execution of this Agreement: (i)
Stockholder shall deliver to Parent a proxy in the form attached to this
Agreement as Exhibit A, which shall be irrevocable to the fullest extent
permitted by law (at all times prior to the Voting Covenant Expiration
Date) with respect to the shares referred to therein (the "Proxy"); and
(ii) Stockholder shall cause to be delivered to Parent an additional proxy
(in the form attached hereto as Exhibit A) executed on behalf of the
record owner of any outstanding shares of Company Common Stock that are
owned beneficially (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934), but not of record, by Stockholder.
(b) Stockholder shall, at his or its own expense, perform such
further acts and execute such further proxies and other documents and
instruments as may reasonably be required to vest in Parent the power to
carry out and give effect to the provisions of this Agreement.
SECTION 4. WAIVER OF APPRAISAL RIGHTS
Stockholder hereby irrevocably and unconditionally waives, and agrees to
cause to be waived and to prevent the exercise of, any rights of appraisal, any
dissenters' rights and any similar rights relating to the Merger or any related
transaction that Stockholder or any other Person may have by virtue of any
outstanding shares of Company Common Stock Owned by Stockholder.
SECTION 5. NO SOLICITATION
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Stockholder agrees that, during the period from the date of this Agreement
through the Voting Covenant Expiration Date, Stockholder shall not, directly or
indirectly, and Stockholder shall ensure that his or its Representatives (as
defined in the Reorganization Agreement) do not, directly or indirectly: (i)
solicit, initiate, encourage, induce or facilitate the making, submission or
announcement of any Company Acquisition Proposal or take any action that could
reasonably be expected to lead to a Company Acquisition Proposal; (ii) furnish
any information regarding the Company or any subsidiary of the Company to any
Person in connection with or in response to a Company Acquisition Proposal or an
inquiry or indication of interest that could lead to a Company Acquisition
Proposal; (iii) engage in discussions or negotiations with any Person with
respect to any Company Acquisition Proposal; (iv) approve, endorse or recommend
any Company Acquisition Proposal; or (v) enter into any letter of intent or
similar document or any agreement or understanding contemplating or otherwise
relating to any Company Acquisition Transaction. Stockholder shall immediately
cease and discontinue, and Stockholder shall ensure that his or its
Representatives immediately cease and discontinue, any existing discussions with
any Person that relate to any Company Acquisition Proposal.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants to Parent as follows:
6.1 AUTHORIZATION, ETC. Stockholder has the absolute and unrestricted
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to perform his or its obligations hereunder and thereunder. This
Agreement and the Proxy have been duly executed and delivered by Stockholder and
constitute legal, valid and binding obligations of Stockholder, enforceable
against Stockholder in accordance with their terms, subject to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies. If Stockholder is a general or limited
partnership, then Stockholder is a partnership duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it was
organized. If Stockholder is a limited liability company, then Stockholder is a
limited liability company duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it was organized.
6.2 NO CONFLICTS OR CONSENTS.
(a) The execution and delivery of this Agreement and the Proxy by
Stockholder do not, and the performance of this Agreement and the Proxy by
Stockholder will not: (i) conflict with or violate any law, rule,
regulation, order, decree or judgment applicable to Stockholder or by
which he or it or any of his or its properties is or may be bound or
affected; or (ii) result in or constitute (with or without notice or lapse
of time) any breach of or default under, or give to any other Person (with
or without notice or lapse of time) any right of termination, amendment,
acceleration or cancellation of, or result (with or without notice or
lapse of time) in the creation of any encumbrance or restriction on any of
the Subject Securities pursuant to, any contract to which Stockholder is a
party or by which Stockholder or any of his or its affiliates or
properties is or may be bound or affected.
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(b) The execution and delivery of this Agreement and the Proxy by
Stockholder do not, and the performance of this Agreement and the Proxy by
Stockholder will not, require any consent or approval of any Person.
6.3 TITLE TO SECURITIES. As of the date of this Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions)
the number of outstanding shares of Company Common Stock set forth under the
heading "Shares Held of Record" on the signature page hereof; (b) Stockholder
holds (free and clear of any encumbrances or restrictions) the options, warrants
and other rights to acquire shares of Company Common Stock set forth under the
heading "Options and Other Rights" on the signature page hereof; (c) Stockholder
Owns the additional securities of the Company set forth under the heading
"Additional Securities Beneficially Owned" on the signature page hereof; and (d)
Stockholder does not directly or indirectly Own any shares of capital stock or
other securities of the Company, or any option, warrant or other right to
acquire (by purchase, conversion or otherwise) any shares of capital stock or
other securities of the Company, other than the shares and options, warrants and
other rights set forth on the signature page hereof.
6.4 ACCURACY OF REPRESENTATIONS. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times through the Voting
Covenant Expiration Date and will be accurate in all respects as of the date of
the consummation of the Merger as if made on that date.
SECTION 7. ADDITIONAL COVENANTS OF STOCKHOLDER
7.1 FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall (at Stockholder's sole expense) execute and
deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents and other instruments, and shall
(at Stockholder's sole expense) take such further actions, as Parent may request
for the purpose of carrying out and furthering the intent of this Agreement.
7.2 LEGENDS. If requested by Parent, immediately after the execution of
this Agreement (and from time to time upon the acquisition by Stockholder of
Ownership of any shares of Company Common Stock prior to the Voting Covenant
Expiration Date), Stockholder shall cause each certificate evidencing any
outstanding shares of Company Common Stock or other securities of the Company
Owned by Stockholder to be surrendered so that the transfer agent for such
securities may affix thereto a legend in the following form:
THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED, ENCUMBERED, EXCHANGED, GRANTED AN OPTION ON,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS
AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF APRIL __, 2002, AS IT MAY
BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES
OF THE ISSUER.
SECTION 8. MISCELLANEOUS
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8.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties, covenants and agreements made by Stockholder in
this Agreement shall survive (i) the consummation of the Merger, (ii) any
termination of the Reorganization Agreement, and (iii) the Voting Covenant
Expiration Date.
8.2 EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
8.3 NOTICES. Any notice or other communication required or permitted to
be delivered to either party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other party):
if to Stockholder:
at the address set forth on the signature page hereof; and
if to Parent:
IXYS Corporation
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX
Attn: Chief Financial Officer
Fax: (000) 000-0000
8.4 SEVERABILITY. If any provision of this Agreement or any part of any
such provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (a) such provision or part thereof shall, with respect to
such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this Agreement. Each provision of this
Agreement is separable from every other provision of this Agreement, and each
part of each provision of this Agreement is separable from every other part of
such provision.
8.5 ENTIRE AGREEMENT. This Agreement, the Proxy and any other documents
delivered by the parties in connection herewith constitute the entire agreement
between the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements and understandings between the parties with
respect thereto. No addition to or modification of any provision of this
Agreement shall be binding upon either party unless made in writing and signed
by both parties.
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8.6 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this
Agreement nor any of the interests or obligations hereunder may be assigned or
delegated by Stockholder, and any attempted or purported assignment or
delegation of any of such interests or obligations shall be void. Subject to the
preceding sentence, this Agreement shall be binding upon Stockholder and his
heirs, estate, executors and personal representatives and his or its successors
and assigns, and shall inure to the benefit of Parent and its successors and
assigns. Without limiting any of the restrictions set forth in Section 2 or
Section 7 or elsewhere in this Agreement, this Agreement shall be binding upon
any Person to whom any Subject Securities are transferred. Nothing in this
Agreement is intended to confer on any Person (other than Parent and its
successors and assigns) any rights or remedies of any nature.
8.7 INDEMNIFICATION. Stockholder shall hold harmless and indemnify
Parent and Parent's affiliates from and against, and shall compensate and
reimburse Parent and Parent's affiliates for, any loss, damage, claim,
liability, fee (including reasonable attorneys' fees), demand, cost or expense
(regardless of whether or not such loss, damage, claim, liability, fee, demand,
cost or expense relates to a third-party claim) that is directly or indirectly
suffered or incurred by Parent or any of Parent's affiliates, or to which Parent
or any of Parent's affiliates otherwise becomes subject, and that arises
directly or indirectly from, or relates directly or indirectly to, (a) any
inaccuracy in or breach of any representation or warranty contained in this
Agreement, or (b) any failure on the part of Stockholder to observe, perform or
abide by, or any other breach of, any restriction, covenant, obligation or other
provision contained in this Agreement or in the Proxy.
8.8 SPECIFIC PERFORMANCE. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement or the
Proxy were not performed in accordance with its specific terms or were otherwise
breached. Stockholder agrees that, in the event of any breach or threatened
breach by Stockholder of any covenant or obligation contained in this Agreement
or in the Proxy, Parent shall be entitled (in addition to any other remedy that
may be available to it, including monetary damages) to seek and obtain (a) a
decree or order of specific performance to enforce the observance and
performance of such covenant or obligation, and (b) an injunction restraining
such breach or threatened breach. Stockholder further agrees that neither Parent
nor any other Person shall be required to obtain, furnish or post any bond or
similar instrument in connection with or as a condition to obtaining any remedy
referred to in this Section 8.8, and Stockholder irrevocably waives any right he
or it may have to require the obtaining, furnishing or posting of any such bond
or similar instrument.
8.9 NON-EXCLUSIVITY. The rights and remedies of Parent under this
Agreement are not exclusive of or limited by any other rights or remedies which
it may have, whether at law, in equity, by contract or otherwise, all of which
shall be cumulative (and not alternative). Without limiting the generality of
the foregoing, the rights and remedies of Parent under this Agreement, and the
obligations and liabilities of Stockholder under this Agreement, are in addition
to their respective rights, remedies, obligations and liabilities under common
law requirements and under all applicable statutes, rules and regulations.
Nothing in this Agreement shall limit any of Stockholder's obligations, or the
rights or remedies of Parent, under any Affiliate Agreement between Parent and
Stockholder; and nothing in any such Affiliate Agreement shall limit any of
Stockholder's obligations, or any of the rights or remedies of Parent, under
this Agreement.
8.10 GOVERNING LAW; VENUE.
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(a) This Agreement and the Proxy shall be construed in accordance
with, and governed in all respects by, the laws of the State of Delaware
(without giving effect to principles of conflicts of laws).
(b) Any legal action or other legal proceeding relating to this
Agreement or the Proxy or the enforcement of any provision of this
Agreement or the Proxy may be brought or otherwise commenced in any state
or federal court located in the State of California. Stockholder:
(i) expressly and irrevocably consents and submits to the
jurisdiction of each state and federal court located in the State of
California in connection with any such legal proceeding;
(ii) agrees that service of any process, summons, notice or
document by U.S. mail addressed to him or it at the address set
forth on the signature page hereof shall constitute effective
service of such process, summons, notice or document for purposes of
any such legal proceeding;
(iii) agrees that each state and federal court located in the
State of California shall be deemed to be a convenient forum; and
(iv) agrees not to assert (by way of motion, as a defense or
otherwise), in any such legal proceeding commenced in any state or
federal court located in the State of California, any claim that
Stockholder is not subject personally to the jurisdiction of such
court, that such legal proceeding has been brought in an
inconvenient forum, that the venue of such proceeding is improper or
that this Agreement or the subject matter of this Agreement may not
be enforced in or by such court.
Nothing contained in this Section 8.10 shall be deemed to limit or
otherwise affect the right of Parent to commence any legal proceeding or
otherwise proceed against Stockholder in any other forum or jurisdiction.
(c) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN
CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE
PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY.
8.11 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
8.12 CAPTIONS. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
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8.13 ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
is brought against Stockholder, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).
8.14 WAIVER. No failure on the part of Parent to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of
Parent in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy. Parent shall not be deemed to have waived any claim
available to Parent arising out of this Agreement, or any power, right,
privilege or remedy of Parent under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written
instrument duly executed and delivered on behalf of Parent; and any such waiver
shall not be applicable or have any effect except in the specific instance in
which it is given.
8.15 CONSTRUCTION.
(a) For purposes of this Agreement, whenever the context requires:
the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the
feminine gender shall include the masculine and neuter genders; and the
neuter gender shall include masculine and feminine genders.
(b) The parties agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words
"without limitation."
(d) Except as otherwise indicated, all references in this
Agreement to "Sections" and "Exhibits" are intended to refer to Sections
of this Agreement and Exhibits to this Agreement.
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IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to
be executed as of the date first written above.
IXYS CORPORATION
By:___________________________________
STOCKHOLDER
______________________________________
Name:
Address: ___________________________
___________________________
Facsimile: ________________
Shares Held of Record Options and Other Rights Additional Securities
Beneficially Owned
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EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned stockholder (the "Stockholder") of CLARE, INC., a
Massachusetts corporation (the "Company"), hereby irrevocably (to the fullest
extent permitted by law) appoints and constitutes XXXXXX XXXXXX, XXXXXX XXXXXXXX
and IXYS CORPORATION, a Delaware corporation ("Parent"), and each of them, the
attorneys and proxies of the Stockholder with full power of substitution and
resubstitution, to the full extent of the Stockholder's rights with respect to
(i) the outstanding shares of capital stock of the Company owned of record by
the Stockholder as of the date of this proxy, which shares are specified on the
final page of this proxy, and (ii) any and all other shares of capital stock of
the Company which the Stockholder may acquire on or after the date hereof. (The
shares of the capital stock of the Company referred to in clauses "(i)" and
"(ii)" of the immediately preceding sentence are collectively referred to as the
"Shares.") Upon the execution hereof, all prior proxies given by the Stockholder
with respect to any of the Shares are hereby revoked, and the Stockholder agrees
that no subsequent proxies will be given with respect to any of the Shares.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with the Voting Agreement, dated as of the date hereof, between
Parent and the Stockholder (the "Voting Agreement"), and is granted in
consideration of Parent entering into the Agreement and Plan of Merger and
Reorganization, dated as of the date hereof, among Parent, Teacup Acquisition
Corp. and the Company (the "Reorganization Agreement"). This proxy will
terminate on the Voting Covenant Expiration Date (as defined in the Voting
Agreement).
The attorneys and proxies named above will be empowered, and may exercise
this proxy, to vote the Shares at any time until the earlier to occur of the
valid termination of the Reorganization Agreement or the effective time of the
merger contemplated thereby (the "Merger") at any meeting of the stockholders of
the Company, however called, and in connection with any written action by
consent of stockholders of the Company:
(i) in favor of the Merger, the execution and delivery by the
Company of the Reorganization Agreement and the approval of the
Reorganization Agreement and the terms thereof, in favor of each of the
other actions contemplated by the Reorganization Agreement and in favor of
any action in furtherance of any of the foregoing; and
(ii) against any action or agreement that would result in a breach
of any representation, warranty, covenant or obligation of the Company in
the Reorganization Agreement; and
(iii) against the following actions (other than the Merger and the
other transactions contemplated by the Reorganization Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any subsidiary of the
Company; (B) any sale, lease or transfer of a material amount of assets of
the Company or any subsidiary of the Company; (C) any reorganization,
recapitalization, dissolution or liquidation of the Company or any
subsidiary of the Company; (D) any change in a majority of the board of
directors of the Company; (E) any amendment to the Company's articles of
organization or by-laws; (F)
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any material change in the capitalization of the Company or the Company's
corporate structure; and (G) any other action which is intended, or could
reasonably be expected to impede, interfere with, delay, postpone,
discourage or adversely affect the Merger or any of the other transactions
contemplated by the Reorganization Agreement.
If an Identified Termination (as defined in the Voting Agreement) occurs,
then, during the 180-day period commencing on the date of such Identified
Termination, at any meeting of the stockholders of the Company, however called,
and in connection with any written action by consent of stockholders of the
Company, the attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares in their discretion against or otherwise
with respect to (i) any Company Acquisition Proposal (as defined in the Voting
Agreement) and any related transaction or agreement and (ii) any action which is
intended, or could reasonably be expected, to facilitate the consummation of any
Company Acquisition Transaction (as defined in the Voting Agreement).
The Stockholder may vote the Shares on all other matters not referred to
in this proxy, and the attorneys and proxies named above may not exercise this
proxy with respect to such other matters.
This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the Stockholder (including any
transferee of any of the Shares).
If any provision of this proxy or any part of any such provision is held
under any circumstances to be invalid or unenforceable in any jurisdiction, then
(a) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision of
this proxy, and each part of each provision of this proxy is separable from
every other part of such provision.
Dated: April __, 2002
______________________________________
Name
Number of shares of common stock of
the Company owned of record as of the
date of this proxy:
______________________________________
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